FiscalNote (NOTE) director reports 3,424-share equity grant and indirect holdings

Rhea-AI Filing Summary

FiscalNote Holdings, Inc. reported that one of its non-management directors received a grant of Class A Common Stock as part of regular board compensation. On 12/01/2025, the director acquired 3,424 shares of Class A Common Stock at a price of $0 per share, in lieu of a quarterly cash retainer for board service. After this grant, the director beneficially owned 90,713 shares directly, with additional indirect holdings reported through various investment entities, including 176,929 shares held by Xplorer Capital Fund III L.P. The filing classifies the individual as a director and confirms the form is filed by one reporting person.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Nilsson Keith

(Last) (First) (Middle)

C/O FISCALNOTE HOLDINGS, INC.

1201 PENNSYLVANIA AVE NW, 6TH FL

(Street)

WASHINGTON DC 20004

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FiscalNote Holdings, Inc. [ NOTE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	12/01/2025		A		3,424(1)	A	$0	90,713	D
Class A Common Stock								176,929	I	Xplorer Capital Fund III L.P.(2)
Class A Common Stock								187,500	I	XC FiscalNote-B, LLC(3)
Class A Common Stock								25,132	I	Xplorer Capital Fund III GP, LLC(3)
Class A Common Stock								26,548	I	XC FiscalNote-C, LLC(3)
Class A Common Stock								396,065	I	XC Continuation Fund I, LLC(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares of Class A Common Stock were granted to the reporting person as compensation for the reporting person's service as a non-management director of the Issuer in lieu of a quarterly cash retainer.

2. The reporting person is managing partner of the beneficial owner of these shares and may be deemed to have voting and dispositive power over the shares held by the beneficial owner.

3. The reporting person is manager of the beneficial owner of these shares and may be deemed to have voting and dispositive power over the shares held by the beneficial owner.

	/s/ Todd Aman, Attorney-in-Fact	12/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did FiscalNote Holdings (NOTE) disclose in this Form 4?

The company disclosed that a non-management director acquired 3,424 shares of FiscalNote Class A Common Stock on 12/01/2025 as compensation for board service, in lieu of a quarterly cash retainer.

At what price were the FiscalNote (NOTE) shares granted to the director?

The 3,424 shares of Class A Common Stock were granted at a price of $0 per share, reflecting an equity grant as compensation rather than a market purchase.

How many FiscalNote (NOTE) shares does the director own directly after this transaction?

Following the reported grant, the director beneficially owned 90,713 shares of FiscalNote Class A Common Stock in a direct ownership capacity.

What indirect holdings in FiscalNote (NOTE) does the director report?

The director reports indirect beneficial ownership of several blocks of Class A Common Stock through affiliated entities, including 176,929 shares held by Xplorer Capital Fund III L.P. and additional amounts held by entities such as XC FiscalNote-B, LLC and XC Continuation Fund I, LLC.

Why did FiscalNote’s director receive stock instead of cash compensation?

The filing explains that the 3,424 shares were granted as compensation for the director’s service as a non-management director of FiscalNote in lieu of a quarterly cash retainer.

What is the director’s relationship to the entities holding indirect FiscalNote (NOTE) shares?

The director is described as a managing partner or manager of the entities that beneficially own the indirect shares and may be deemed to have voting and dispositive power over those shares.